Shareholder Undertaking definition
Examples of Shareholder Undertaking in a sentence
Under the circumstance of an inheritance or share transfer pursuant to the relevant Individual Shareholder Undertaking, the Shareholders shall complete all necessary procedures and take all necessary actions to procure the required government approval (if applicable) being obtained for such share transfer.
Upon confirmation of the Parent Restructuring Plan, either of the Parent Restructuring Plan or the order confirming it shall fail to provide in form and substance reasonably acceptable to the Administrative Agent for the terms and obligations of the Parent Guaranty, the Shareholder Undertaking and the Subordination Agreements to be undertaken by the Parent or a Successor Guarantor.
The Shareholder Undertaking is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by the Company or, to the Company's knowledge, the Company Shareholders.
To the Company's knowledge, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Company or the Company Shareholders under any material term or condition of the Shareholder Undertaking.
There are no other agreements, side letters or arrangements between or among the Company, TopCo or the Company Shareholders relating to the matters addressed by the Shareholder Undertaking (other than the Transaction Documents or the agreements set forth in the Shareholder Undertaking).
The Company shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to satisfy in all material respects on a timely basis all conditions and covenants applicable to the Company, as applicable, in the Shareholder Undertaking and otherwise comply with its obligations and enforce its rights thereunder.
The Company and the parties to the Shareholder Undertaking may not amend, modify, waive or terminate the Shareholder Undertaking (in whole or in part) without the prior written consent of Pegasus (such consent not to be unreasonably withheld, conditioned or delayed).
This proxy will terminate on the Expiration Date (as defined in the Shareholder Undertaking).
The Administrative Agent shall have received a confirmation letter, substantially in the form of Exhibit B signed by an authorized officer of the Parent confirming that the Shareholder Undertaking shall continue in full force and effect.
This proxy is irrevocable, is coupled with an interest and is granted for the benefit of third parties in connection with, and as security for, the Shareholder Undertaking, dated as of the date hereof, between eBay Inc., a Delaware corporation (“Parent”) and the Shareholder (the “Shareholder Undertaking”), and is granted in consideration of Parent entering into the Agreement of Merger, dated as of the date hereof, among Parent, Harbour Acquisition Ltd., and the Company (the “Merger Agreement”).